The Salt Lick Deposit Bank, Salt Lick, Kentucky ("Bank"), is
a "critically undercapitalized" insured depository institution as
that term is defined in section 38(b)(1) of the Federal Deposit
Insurance Act ("Act"), 12 U.S.C. §1831o(b)(1)(E), and section
325.103(b)(5) of the Federal Deposit Insurance Corporation (FDIC) Rules
and Regulations, 12 C.F.R.§325.103(b)(5), based upon a Joint Report
of Examination dated as of February 28, 2001, conducted by the FDIC and
the Department of Financial Institutions of the Commonwealth of
Kentucky.

(c) The Bank's ratio of tangible equity to total assets equalled
1.89% as defined in Sections 325.2(s) and 325.2(v) of the FDIC Rules
and Regulations, 12 C.F.R. §§ 325.2(s) and 325.2(v), respectively.

The FDIC also determined that one or more grounds exist for
appointing a conservator or receiver for the Bank pursuant to Section
11(c)(5) of the Act, 12 U.S.C. §1821(c)(5). The FDIC hereby issues
this PROMPT CORRECTIVE ACTION DIRECTIVE ("DIRECTIVE") pursuant to
the provisions of section 38 of the Act, 12 U.S.C. §1831o, and
section 308.201(a)(2) of the FDIC Rules of Practice and Procedure, 12
C.F.R. §308.201(a)(2).

PROMPT CORRECTIVEACTION DIRECTIVE

[.1] IT IS HEREBY DIRECTED, as provided in 12 U.S.C. §1831o(f)(2)(J),
that within 21 days from the date of this Directive the Bank shall
achieve and maintain a leverage capital ratio of not less than 4.0
percent. It is,

FURTHER DIRECTED, that within 14 days of the receipt of this DIRECTIVE,
the Bank shall submit a written plan acceptable to the FDIC describing
the means and timing by which the Bank shall achieve the required
capital levels. It is,

FURTHER DIRECTED, that the Bank shall comply with all prompt corrective
action provisions mandated by Section 38 of the Act, 12 U.S.C.
§1831o, including but not limited to the following:

[.2](a) Restriction on the compensation paid to senior executive officers
pursuant to Section 38(f)(4) of the Act, 12 U.S.C. §1831o(f)(4).

[.3](b) Restriction on capital distributions pursuant to Section 38(d)(1)
of the Act, 12 U.S.C. §1831o(d)(1), as "capital distribution"
is defined in Section 38(b)(2)(B) of the Act, 12 U.S.C.
§1831o(b)(2)(B);

[.4](c) Restriction on payment of management fees pursuant to Section
38(d)(2) of the Act, 12 U.S.C. §1831o(d)(2), as "management
fee" is defined in Section 325.2(1) of the FDIC's Rules and
Regulations, 12 C.F.R. §325.2(1);

[.5](d) Restriction on asset growth pursuant to Section 38(e)(3) of the
Act, 12 U.S.C. §1831o(e)(3); and

[.6](e) Requisite prior approval by the FDIC, pursuant to Section 38(e)(4)
of the Act, 12 U.S.C. §1831o(e)(4), before the Bank directly or
indirectly:

(i) acquires any interest in any company or insured depository
institution;

(ii) establishes or acquires any additional branch office; or

(iii) engages in any new line of business.

[.7]FURTHER DIRECTED that the Bank shall comply with section 38(f)(2)(B)
which prohibits the Bank's ability from entering into exempt
transactions under Section 23A(d)(1) of the Federal Reserve Act. It is

FURTHER DIRECTED that, by the 15th day following the effective date of
the DIRECTIVE, and by the 15th day of every month thereafter, the Bank
shall provide written reports to the Regional Director of the Memphis
Regional Office (Regional Director) specifically detailing the extent
of the Bank's compliance with the DIRECTIVE and further specifically
detailing the required corrective actions being taken by the Bank to
secure full compliance with the DIRECTIVE. It is

shall become effective immediately
upon its receipt by the Bank. It is

FURTHER DIRECTED that each provision of the DIRECTIVE shall be binding
upon the Bank, its directors, officers, employees, agents, successors,
assigns, and other institution-affiliated parties of the Bank. It is

FURTHER DIRECTED that each provision of the DIRECTIVE shall remain
effective and enforceable except to the extent that, and until such
time as, any provision of the DIRECTIVE shall have been modified,
terminated, suspended, or set aside by FDIC.

Pursuant to section 308.201(a)(2) of the FDIC Rules of Practice and
Procedure, 12 C.F.R. §308.201(a)(2), the Bank may submit a written
appeal of the DIRECTIVE to the FDIC. Such an appeal must be received by
the FDIC within 14 calendar days of the issuance of the DIRECTIVE. The
appeal should include:

(i) An explanation why the DIRECTIVE is not an appropriate
exercise of discretion under section 38;

(ii) Any recommended modification of the DIRECTIVE; and

(iii) Any other relevant information, mitigating circumstances,
documentation, or other evidence in support of the position of the Bank
regarding the DIRECTIVE.